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DRDGOLD LTD — Major Shareholding Notification 2008
Oct 6, 2008
31548_mrq_2008-10-06_8c371dc6-343c-4f0c-8e52-44d226bcf217.zip
Major Shareholding Notification
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SC 13G 1 a08-23061_1sc13g.htm SC 13G
| UNITED
STATES |
| --- |
| SECURITIES
AND EXCHANGE COMMISSION |
| Washington, D.C. 20549 |
*SCHEDULE 13G*
*Under the Securities Exchange Act of 1934 (Amendment No. )**
*DRDGOLD Limited*
(Name of Issuer)
*American Depositary Shares*
*(each representing ten Ordinary Shares)*
(Title of Class of Securities)
*26152H301*
(CUSIP Number)
*June 30, 2008*
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| o | Rule 13d-1(b) |
|---|---|
| x | Rule 13d-1(c) |
| o | Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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| CUSIP
No. — 1. | Names
of Reporting Persons Maya Fund LP | |
| --- | --- | --- |
| 2. | Check
the Appropriate Box if a Member of a Group (See Instructions) | |
| | (a) | o |
| | (b) | x |
| 3. | SEC
Use Only | |
| 4. | Citizenship
or Place of Organization Canada | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole
Voting Power 1,515,200 |
| | 6. | Shared
Voting Power 0 |
| | 7. | Sole
Dispositive Power 1,515,200 |
| | 8. | Shared Dispositive Power 0 |
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 1,515,200 | |
| 10. | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) o | |
| 11. | Percent
of Class Represented by Amount in Row (9) 4.02% | |
| 12. | Type
of Reporting Person (See Instructions) PN | |
- Based on 376,571,588 ordinary no par value shares (the Shares), of DRDGOLD Limited (the Company), outstanding as of June 30, 2008, as disclosed in the Companys quarterly report on Form 6-K for the quarter ended June 30, 2008. Each American Depositary Share represents ten Shares of the Company. As of September 3, 2008 (the Reporting Date), Alejandro Rojas Domene was the Principal of Maya Capital S.A.d.e.C.V., which is the Manager of Maya Fund LP. As a result, Alejandro Rojas Domene possesses the power to vote and direct the disposition of the 1,515,200 American Depositary Shares held by Maya Fund LP. Alejandro Rojas Domene individually owns 612,082 American Depositary Shares of the Company. Thus, as of the Reporting Date, for the purposes of Reg. Section 240.13d-3, Alejandro Rojas Domene is deemed to beneficially own 2,127,282 American Depositary Shares (21,272,820 Shares), or approximately 5.64% of the Shares deemed issued and outstanding as of the Reporting Date. Each of the persons hereby expressly disclaims membership in a group under Section 13(d) of the Securities Exchange Act of 1934 and the rules and regulations thereunder with respect to the Shares reported herein, and this Schedule 13G shall not be deemed to be an admission that any such reporting person is a member of such a group.
2
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| CUSIP
No. — 1. | Names
of Reporting Persons Maya Capital S.A.d.e.C.V. | |
| --- | --- | --- |
| 2. | Check
the Appropriate Box if a Member of a Group (See Instructions) | |
| | (a) | o |
| | (b) | x |
| 3. | SEC
Use Only | |
| 4. | Citizenship
or Place of Organization Mexico | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole
Voting Power 1,515,200 |
| | 6. | Shared
Voting Power 0 |
| | 7. | Sole
Dispositive Power 1,515,200 |
| | 8. | Shared Dispositive Power 0 |
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 1,515,200 | |
| 10. | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) o | |
| 11. | Percent
of Class Represented by Amount in Row (9) 4.02% | |
| 12. | Type
of Reporting Person (See Instructions) CO | |
- Based on 376,571,588 ordinary no par value shares (the Shares), of DRDGOLD Limited (the Company), outstanding as of June 30, 2008, as disclosed in the Companys quarterly report on Form 6-K for the quarter ended June 30, 2008. Each American Depositary Share represents ten Shares of the Company. As of September 3, 2008 (the Reporting Date), Alejandro Rojas Domene was the Principal of Maya Capital S.A.d.e.C.V., which is the Manager of Maya Fund LP. As a result, Alejandro Rojas Domene possesses the power to vote and direct the disposition of the 1,515,200 American Depositary Shares held by Maya Fund LP. Alejandro Rojas Domene individually owns 612,082 American Depositary Shares of the Company. Thus, as of the Reporting Date, for the purposes of Reg. Section 240.13d-3, Alejandro Rojas Domene is deemed to beneficially own 2,127,282 American Depositary Shares (21,272,820 Shares), or approximately 5.64% of the Shares deemed issued and outstanding as of the Reporting Date. Each of the persons hereby expressly disclaims membership in a group under Section 13(d) of the Securities Exchange Act of 1934 and the rules and regulations thereunder with respect to the Shares reported herein, and this Schedule 13G shall not be deemed to be an admission that any such reporting person is a member of such a group.
3
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| CUSIP
No. — 1. | Names
of Reporting Persons Alejandro Rojas Domene | |
| --- | --- | --- |
| 2. | Check
the Appropriate Box if a Member of a Group (See Instructions) | |
| | (a) | o |
| | (b) | x |
| 3. | SEC
Use Only | |
| 4. | Citizenship
or Place of Organization Mexico | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole
Voting Power 612,082 |
| | 6. | Shared
Voting Power 2,127,282 |
| | 7. | Sole
Dispositive Power 612,082 |
| | 8. | Shared Dispositive Power 2,127,282 |
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 2,127,282 | |
| 10. | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) o | |
| 11. | Percent
of Class Represented by Amount in Row (9) 5.64% | |
| 12. | Type
of Reporting Person (See Instructions) IN | |
- Based on 376,571,588 ordinary no par value shares (the Shares), of DRDGOLD Limited (the Company), outstanding as of June 30, 2008, as disclosed in the Companys quarterly report on Form 6-K for the quarter ended June 30, 2008. Each American Depositary Share represents ten Shares of the Company. As of September 3, 2008 (the Reporting Date), Alejandro Rojas Domene was the Principal of Maya Capital S.A.d.e.C.V., which is the Manager of Maya Fund LP. As a result, Alejandro Rojas Domene possesses the power to vote and direct the disposition of the 1,515,200 American Depositary Shares held by Maya Fund LP. Alejandro Rojas Domene individually owns 612,082 American Depositary Shares of the Company. Thus, as of the Reporting Date, for the purposes of Reg. Section 240.13d-3, Alejandro Rojas Domene is deemed to beneficially own 2,127,282 American Depositary Shares (21,272,820 Shares), or approximately 5.64% of the Shares deemed issued and outstanding as of the Reporting Date. Each of the persons hereby expressly disclaims membership in a group under Section 13(d) of the Securities Exchange Act of 1934 and the rules and regulations thereunder with respect to the Shares reported herein, and this Schedule 13G shall not be deemed to be an admission that any such reporting person is a member of such a group.
4
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| Item 1. | (a) | Name
of Issuer DRDGOLD Limited | |
| --- | --- | --- | --- |
| | (b) | Address
of Issuers Principal Executive Offices 299 Pendoring Avenue Blackheath, Randburg South Africa | |
| Item 2. | | | |
| | (a) | Name
of Person Filing Maya Fund LP Maya Capital S.A.d.e.C.V. Alejandro Rojas
Domene | |
| | (b) | Address
of Principal Business Office or, if none, Residence Av. Prolongaciòn Paseo de la Reforma 115/703 Paseo
de las Lomas Alvaro Obregon Mexico DF 01330 Mexico | |
| | (c) | Citizenship Maya Fund LP Canada Maya Capital
S.A.d.e.C.V. Mexico Alejandro Rojas Domene Mexico | |
| | (d) | Title
of Class of Securities American Depositary Shares | |
| | (e) | CUSIP
Number 26152H301 | |
| Item 3. | If this
statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check
whether the person filing is a: | | |
| | (a) | o | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
| | (b) | o | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
| | (c) | o | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
| | (d) | o | Investment
company registered under section 8 of the Investment Company Act of 1940 (15
U.S.C. 80a-8). |
| | (e) | o | An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| | (f) | o | An
employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F); |
| | (g) | o | A
parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
| | (h) | o | A
savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813); |
| | (i) | o | A
church plan that is excluded from the definition of an investment company
under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3); |
| | (j) | o | Group,
in accordance with §240.13d-1(b)(1)(ii)(J). |
5
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| Item 4. | |
|---|---|
| Provide | |
| the following information regarding the aggregate number and percentage of | |
| the class of securities of the issuer identified in Item 1. | |
| (a) | Amount |
| beneficially owned: |
| Maya Fund LP | 1,515,200 |
|---|---|
| Maya Capital S.A.d.e.C.V. | 1,515,200 |
| Alejandro Rojas Domene | 2,127,282 |
(b) Percent of class:
| Maya Fund LP | 4.02 |
|---|---|
| Maya Capital S.A.d.e.C.V. | 4.02 % |
| Alejandro Rojas Domene | 5.64 % |
| (c) | |
|---|---|
| (i) | Sole |
| power to vote or to direct the vote |
| Maya Fund LP | 1,515,200 |
|---|---|
| Maya Capital S.A.d.e.C.V. | 1,515,200 |
| Alejandro Rojas Domene | 612,082 |
(ii) Shared power to vote or to direct the vote
| Maya Fund LP | 0 |
|---|---|
| Maya Capital S.A.d.e.C.V. | 0 |
| Alejandro Rojas Domene | 2,127,282 |
(iii) Sole power to dispose or to direct the disposition of
| Maya Fund LP | 1,515,200 |
|---|---|
| Maya Capital S.A.d.e.C.V. | 1,515,200 |
| Alejandro Rojas Domene | 612,082 |
(iv) Shared power to dispose or to direct the disposition of
| Maya Fund LP | 0 |
|---|---|
| Maya Capital | |
| S.A.d.e.C.V. | 0 |
| Alejandro Rojas Domene | 2,127,282 |
| Item 5. | Ownership
of Five Percent or Less of a Class |
| --- | --- |
| If this statement is being
filed to report the fact that as of the date hereof the reporting person has
ceased to be the beneficial owner of more than five percent of the class of
securities, check the following o . | |
| Not
Applicable | |
| Item 6. | Ownership
of More than Five Percent on Behalf of Another Person |
| Not Applicable | |
| Item 7. | Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company or Control Person |
| Not Applicable | |
| Item 8. | Identification
and Classification of Members of the Group |
| Not Applicable | |
| Item 9. | Notice of
Dissolution of Group |
| Not Applicable | |
6
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| Item 10. |
| --- |
| By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect. |
*SIGNATURES*
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Date: October 6, 2008 | |
|---|---|
| By: | /s/ Alejandro Rojas Domene |
| Authorized Signatory | |
| MAYA CAPITAL S.A.d.e.C.V. | |
| By: | /s/ Alejandro Rojas Domene |
| Authorized Signatory | |
| /s/ Alejandro Rojas Domene | |
| ALEJANDRO ROJAS DOMENE |
| |
| --- |
| Intentional
misstatements or omissions of fact constitute Federal Criminal Violations
(See 18 U.S.C. 1001). |
7
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*JOINT FILING AGREEMENT*
In accordance with Rule 13dl(k) (1) under the Securities Exchange Act of 1934, as amended, the undersigned acknowledge and agree that the foregoing statement on Schedule 13G with respect to the American Depositary Shares is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. Additionally, the undersigned acknowledge and agree to the inclusion of this Joint Filing Agreement as an Exhibit to this statement on Schedule 13G. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
| MAYA FUND LP | |
|---|---|
| By: | /s/ Alejandro Rojas Domene |
| Authorized Signatory | |
| MAYA CAPITAL S.A.d.e.C.V. | |
| By: | /s/ Alejandro Rojas Domene |
| Authorized Signatory | |
| /s/ Alejandro Rojas Domene | |
| ALEJANDRO ROJAS DOMENE |
8
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